West Corporation (NASDAQ:WSTC) Files An 8-K Entry into a Material Definitive Agreement

West Corporation (NASDAQ:WSTC) Files An 8-K Entry into a Material Definitive Agreement

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Item1.01 Entry into a Material Definitive Agreement.

On May9, 2017, West Corporation, a Delaware corporation
(West or the
Company), entered into an Agreement and
Plan of Merger (the Merger Agreement)
by and among Mount Olympus Holdings, Inc., a Delaware corporation
(Parent), Olympus Merger Sub, Inc., a
Delaware corporation and a wholly-owned subsidiary of Parent
(Sub), and the Company. A copy of the
Merger Agreement is filed as Exhibit 2.1 to this Current Report
on Form 8-K and incorporated herein by reference. The Merger
Agreement and the consummation of the transactions contemplated
by the Merger Agreement have been unanimously approved by the
Companys board of directors (the Company
Board
).Parent and Sub are affiliates of certain
funds (the Apollo Funds) managed by
affiliates of Apollo Global Management, LLC (together with its
consolidated subsidiaries, Apollo).

Merger.The Merger Agreement provides for the merger of
Sub with and into the Company, on the terms and subject to the
conditions set forth in the Merger Agreement (the
Merger), with the Company continuing as
the surviving corporation in the Merger. As a result of the
Merger, the Company will become a wholly-owned subsidiary of
Parent.

Merger Consideration. to the Merger Agreement, at the
effective time of the Merger (the Effective
Time
), each share (a
Share) of common stock of the Company
(Company Common Stock) issued and
outstanding immediately prior to the Effective Time (other than
(i)Shares held by stockholders of the Company who have properly
exercised and perfected appraisal rights under Delaware law and
(ii)Shares that are held in the treasury of the Company or owned
of record by any wholly-owned subsidiary of the Company, Parent
or any wholly-owned subsidiary of Parent) will be converted into
the right to receive $23.50 per Share in cash, without interest
(the Merger Consideration).

Treatment of Outstanding Equity Awards.The Merger
Agreement provides that, with respect to all outstanding options,
stock unit awards and restricted stock awards under the Companys
equity plans, as a result of the Merger:

each option will be fully vested and cancelled, and each
holder of a cancelled Company option will receive a payment
in cash equal to the product of (i)the total number of Shares
subject to the cancelled Company option and (ii)the excess,
if any, of (A)the Merger Consideration over (B)the exercise
price per Share subject to the cancelled Company option; and
each stock unit and restricted stock award will be converted
into the right to receive a payment in cash equal to the sum
of (i)the Merger Consideration multiplied by the number of
Shares subject to each such award and (ii)the dividend
equivalents accrued on such award prior to the closing date,
and to the extent required by an existing award agreement
such cash amount will be held in escrow and become vested and
payable in accordance with the terms of the awards on the
vesting schedule set forth in the awards.

For any stock unit awards that are subject to performance-based
vesting conditions, the Merger Agreement provides that the number
of Shares subject to such awards that are earned based on
performance will be determined as of the closing date in
accordance with the terms of the applicable award agreements,
which the Company may amend between signing and closing to
provide that, for all relevant periods, the performance goals
will be deemed to have been satisfied at 50% of the target level.
In addition, any notional Shares accrued under the Companys
deferred compensation plan will be notionally reinvested in one
or more other measurement funds as defined under the deferred
compensation plan, and the existing offering period under the
Companys employee stock purchase plan shall end on June30, 2017
and no further offering period will commence thereafter.

Closing Conditions. The consummation of the Merger is
subject to the satisfaction or waiver of specified closing
conditions, including (i)the approval of the Merger by the
holders of a majority of the outstanding Shares entitled to vote
thereon, (ii)the expiration or termination of the applicable
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, and the receipt of certain required
foreign antitrust approvals, (iii)receipt of approval by the
Federal Communications Commission, (iv)receipt of certain
required state telecommunications regulatory approvals, (v)the
absence of the occurrence of a Company Material Adverse Effect
(as defined in the Merger Agreement) after the date of the Merger
Agreement and (vi)other customary closing conditions. The
consummation of the Merger is not subject to a financing
condition.

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Representations, Warranties and Covenants. The Merger
Agreement contains representations, warranties and covenants of
the Company, Parent and Sub. These covenants include an
obligation of the Company to, subject to certain exceptions, use
commercially reasonable efforts to conduct its operations in all
material respects in the ordinary course of business from the
date of the Merger Agreement through the Effective Time.

Non-Solicitation.The Merger Agreement generally
prohibits the Companys solicitation of third-party proposals
relating to the acquisition of more than 20% of the consolidated
assets of the Company and its subsidiaries, taken as a whole, or
to which more than 20% of the Companys consolidated revenue is
attributable, or 20% of the issued and outstanding Shares (a
Competing Proposal), and restricts the
Companys ability to furnish non-public information to, or
participate in any discussions or negotiations with, any third
party with respect to any Competing Proposal, or approve or
recommend a Competing Proposal, in each case, subject to certain
limited exceptions. The Merger Agreement also contains covenants
that require, subject to certain limited exceptions, (a)the
Company to file a proxy statement with the United States
Securities and Exchange Commission (the
SEC) and call and hold a stockholder
meeting and (b)the Company Board to recommend that the Companys
stockholders adopt the Merger Agreement. However, at any time
prior to the receipt of the requisite stockholder approval, the
Company Board is permitted, after following certain procedures
set forth in the Merger Agreement, to change its recommendation
to the Companys stockholders solely in response to (i)a Superior
Proposal or (ii)an Intervening Event (as such terms are defined
in the Merger Agreement). Notwithstanding any such change of
recommendation, unless the Merger Agreement has been terminated
in accordance with its terms, (i)the Company must submit the
Merger Agreement to its stockholders at a special meeting for the
purpose of obtaining the approval of the Companys stockholders
and (ii)the Company Board will not submit to the stockholders of
the Company any Competing Proposal or propose to do so.

Termination; Termination Fees. The Merger Agreement also
provides for certain termination rights for both the Company and
Parent. The Company is obligated to pay Parent a $72million
termination fee in certain circumstances, including (a)if the
Company Board changes its recommendation and Parent terminates
the Merger Agreement, (b)if, among other things, the Companys
stockholders do not approve the Merger Agreement at the
stockholder meeting and the Company enters into a definitive
agreement with respect to a Qualifying Transaction (as defined in
the Merger Agreement) within 12 months of the termination of the
Merger Agreement and any Qualifying Transaction is thereafter
consummated and (c)if the Company terminates the Merger Agreement
in accordance with certain procedures set forth in the Merger
Agreement in order to enter into a definitive agreement with a
third party with respect to a Superior Proposal. The Merger
Agreement also provides that Parent will be required to pay the
Company a reverse termination fee of $134million if (x)the
conditions to the Companys closing obligation are satisfied,
(y)Parent and Sub fail to consummate the closing when required
and (z)the Company terminates the Merger Agreement after
notifying Parent that it is irrevocably ready, willing and able
to consummate the closing.

Funding. Parent and Sub have obtained equity and debt
financing commitments to finance the transactions contemplated by
the Merger Agreement. The Apollo Funds have (1)committed to
capitalize Parent, immediately prior to the closing of the
Merger, with an aggregate equity contribution in an amount of up
to $1.3billion on the terms and subject to the conditions set
forth in an equity funding letter dated May9, 2017 and
(2)provided the Company with a limited guarantee in favor of the
Company dated May9, 2017 guaranteeing the payment of certain
monetary obligations that may be owed by Parent to the Merger
Agreement, including any reverse termination fee that may become
payable by Parent.

The foregoing description of the Merger Agreement does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Merger Agreement.

The Merger Agreement and the above description of the Merger
Agreement have been included to provide investors and
securityholders with information regarding the terms of the
Merger Agreement and are not intended to provide any other
factual information about the Company, Parent, Sub or their
respective subsidiaries or affiliates. The representations and
warranties contained in the Merger Agreement were made only for
purposes of that agreement and as of specific dates, were solely
for the benefit of the parties to the Merger Agreement, may be

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subject to a contractual standard of materiality different from
what might be viewed as material to stockholders, and may be
subject to limitations agreed upon by the parties, including
being qualified by confidential disclosures made by the parties
to each other. Investors should not rely on the representations
and warranties contained in the Merger Agreement as
characterizations of the actual state of facts or condition of
the Company, Parent, Sub or any of their respective subsidiaries,
affiliates or businesses.

Item2.02 Results of Operations and Financial
Condition

On May9, 2017, the Company issued a press release reporting
results of operations for the three months ended March31, 2017. A
copy of the press release is attached hereto as Exhibit 99.1 and
is incorporated by reference in its entirety.

The information contained in Exhibit99.1 shall not be deemed to
be filed for purposes of Section18 of the Securities Exchange Act
of 1934 or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933 or the Securities Exchange Act
of 1934.

Item8.01. Other Events.

On May9, 2017, the Company and Apollo issued a joint press
release announcing the execution of the Merger Agreement, a copy
of which is filed as Exhibit 99.2 to this Current Report on Form
8-K and incorporated herein by reference.

On May9, 2017, entities affiliated with Thomas H. Lee Partners,
L.P., entities affiliated with the Quadrangle Group and Gary L.
West and Mary E. West (collectively, the Covered
Stockholders
) entered into Voting Agreements with
Parent and Sub (collectively, the Voting
Agreements
), filed as Exhibits 99.3, 99.4, 99.5 and
99.6, respectively, to this Current Report on Form 8-K and
incorporated herein by reference. Under the Voting Agreements,
the Covered Stockholders have agreed, among other things, to vote
in favor of the approval and adoption of the Merger Agreement
and, subject to certain exceptions, to lock up their Shares from
the date of the Merger Agreement until stockholder approval of
the Merger Agreement is obtained. The Voting Agreements terminate
upon the earliest of: (i)the mutual written agreement of the
parties thereto; (ii)the consummation of the Merger; (iii)the
entry without the prior written consent of the Covered
Stockholders into any amendment, modification or waiver of any
provision of the Merger Agreement (A)that reduces the amount, or
modifies the form, of the Merger Consideration payable to any of
the stockholders of the Company (other than adjustments in
accordance with the terms of the Merger Agreement), (B) that
amends or modifies any of the closing conditions in a manner that
would reasonably be expected to prevent or materially delay the
consummation of the transactions contemplated by the Merger
Agreement, including the Merger, or (C)that is in any way
material and adverse, or adverse from a financial standpoint, to
any of the Covered Stockholders; (iv)the termination of the
Merger Agreement to and in compliance with the terms therein;
(v)the Company Board making a Change of Company Recommendation
(as defined in the Merger Agreement) in accordance with the terms
of the Merger Agreement in response to a Competing Proposal; and
(vi)the Company Board making a Change of Company Recommendation
in accordance with the terms of the Merger Agreement in response
to an Intervening Event.

The Company has entered into an indemnification agreement with
each of Gary L. West and Mary E. West in connection with their
entry into the Voting Agreements.

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Item9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number

Description

2.1 Agreement and Plan of Merger, dated as of May9, 2017, by and
among West Corporation, Mount Olympus Holdings, Inc. and
Olympus Merger Sub, Inc.
99.1 Press Release of West Corporation dated May9, 2017, reporting
results of operations for the three months ended March31,
2017.
99.2 Press Release of West Corporation and Apollo Global
Management, LLC dated May9, 2017.
99.3 Voting Agreement, dated as of May9, 2017, by and among Mount
Olympus Holdings, Inc., Olympus Merger Sub, Inc. and entities
affiliated with Thomas H. Lee Partners, L.P.
99.4 Voting Agreement, dated as of May9, 2017, by and among Mount
Olympus Holdings, Inc., Olympus Merger Sub, Inc. and entities
affiliated with the Quadrangle Group.
99.5 Voting Agreement, dated as of May9, 2017, by and among Mount
Olympus Holdings, Inc., Olympus Merger Sub, Inc. and Gary L.
West.
99.6 Voting Agreement, dated as of May9, 2017, by and among Mount
Olympus Holdings, Inc., Olympus Merger Sub, Inc. and Mary E.
West.
Schedules and exhibits have been omitted to Item 601(b)(2) of
Regulation S-K. The Company hereby undertakes to furnish
supplementally copies of any of the omitted schedules or
exhibits upon request by the SEC.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking
statements, within the meaning of the Private Securities
Litigation Reform Act of 1995, including with respect to the
proposed transaction and business combination between Apollo and
the Company, including statements regarding the benefits of the
proposed transaction and the anticipated timing of the proposed
transaction. Forward-looking statements can be generally
identified by the use of words such as may, should, expects,
plans, anticipates, believes, estimates, predicts, intends,
continue or similar terminology. These statements reflect only
Wests current expectations and are not guarantees of future
performance or results. These statements are subject to various
risks and uncertainties that could cause actual results to differ
materially from those contained in the forward-looking
statements. These risks and uncertainties include, but are not
limited to, the risk that the proposed transaction may not be
completed in a timely manner, or at all, which may adversely
affect the Companys business and the price of the common stock of
the Company; the failure to satisfy the conditions to the
consummation of the proposed transaction, including the adoption
of the Merger Agreement by the stockholders of the Company and
the receipt of certain governmental and regulatory approvals; the
occurrence of any event, change or other circumstance that could
give rise to the termination of the Merger Agreement; the effect
of the announcement or pendency of the proposed transaction on
the Companys business relationships, operating results, and
business generally; risks that the proposed transaction disrupts
current plans and operations of the Company and potential
difficulties in the Companys employee retention as a result of
the proposed transaction; risks related to diverting managements
attention from the Companys ongoing business operations; the
outcome of any legal proceedings that may be instituted against
the Company, its officers or directors related to the Merger
Agreement or the proposed transaction; the possibility that
competing offers or acquisition proposals for the Company will be
made; risks regarding the failure to obtain the necessary
financing to complete the proposed transaction; risks related to
the equity and debt financing and related guarantee arrangements
entered into in connection with the proposed transaction;
competition in Wests highly competitive markets; increases in the
cost of voice and data services or significant interruptions in
these services; Wests ability to keep pace with its clients needs
for rapid technological change and systems availability; the
continued deployment and adoption of emerging technologies; the
loss, financial difficulties or bankruptcy of any key clients;
security and privacy breaches of the systems West uses to protect
personal data; the effects of global economic trends on the
businesses of Wests clients; the non-exclusive nature of Wests
client contracts and the absence of revenue commitments; the cost
of pending and future litigation; the cost of defending against
intellectual property infringement claims; the effects of
extensive regulation affecting many of Wests businesses; Wests
ability to protect its proprietary information or technology;
service interruptions to Wests data and operation centers; Wests
ability to retain key personnel and attract a sufficient number
of qualified employees; increases in labor costs and turnover
rates; the political, economic and other conditions in the
countries where West operates; changes in foreign exchange rates;
Wests ability to complete future acquisitions, integrate or
achieve the objectives of its recent and future acquisitions; and
future impairments of our substantial goodwill, intangible
assets, or other long-lived assets. In addition, West is subject
to risks related to its level of indebtedness. Such risks include
Wests ability to generate sufficient cash to service its
indebtedness and fund its other liquidity needs; Wests ability to
comply with covenants contained in its debt instruments; Wests
ability to obtain additional financing; the incurrence of
significant additional indebtedness by West and its subsidiaries;
and the ability of Wests lenders to fulfill their lending
commitments. West is also subject to other risk factors described
in documents filed by the Company with the SEC.

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These forward-looking statements speak only as of the date on
which the statements were made. West undertakes no obligation to
update or revise publicly any forward-looking statements, whether
as a result of new information, future events or otherwise,
except to the extent required by applicable law.

Important Additional Information and Where to Find
It

This communication is being made in respect of the proposed
merger transaction involving West Corporation, Mount Olympus
Holdings, Inc. and Olympus Merger Sub, Inc. This communication
does not constitute an offer to sell or the solicitation of an
offer to buy our securities or the solicitation of any vote or
approval. The proposed Merger of West Corporation will be
submitted to stockholders of West Corporation for their
consideration. In connection with the proposed transaction, West
Corporation intends to file a proxy statement and other relevant
materials with the SEC in connection with the solicitation of
proxies in connection with the proposed transaction. The
definitive proxy statement will be mailed to the stockholders of
West Corporation. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION
WITH RESPECT TO THE PROPOSED TRANSACTION, INVESTORS AND
STOCKHOLDERS OF WEST CORPORATION ARE URGED TO READ THE DEFINITIVE
PROXY STATEMENT REGARDING THE PROPOSED TRANSACTION (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER RELEVANT MATERIALS
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION. The proxy statement, any amendments or
supplements thereto and other relevant materials, and any other
documents filed by West Corporation with the SEC, may be obtained
once such documents are filed with the SEC free of charge at the
SECs website at www.sec.gov. In addition, stockholders of West
Corporation may obtain free copies of the documents filed with
the SEC by directing a request through the Investors portion of
West Corporations website at www.west.com or by mail to West
Corporation, 11808 Miracle Hills Drive, Omaha, NE, 68154,
attention: Investor Relations, telephone: (402) 963-1500. You may
also read and copy any reports, statements and other information
filed by West Corporation with the SEC at the SEC public
reference room at 450 Fifth Street, N.W. Room 1200, Washington,
D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the
SECs website for further information on its public reference
room.

Participants in the
Solicitation

West Corporation
and certain of its executive officers, directors, other members
of management and employees, may under the rules of the SEC, be
deemed to be participants in the solicitation of proxies from
West Corporation stockholders in connection with the proposed
transaction. Certain executive officers and directors of West
Corporation have interests in the proposed transaction that may
differ from the interests of stockholders generally, including
the acceleration of vesting of stock options and/or restricted
stock awards and the payment of cash bonuses in connection with
the proposed transaction. Information regarding the persons who
may be considered participants in the solicitation of proxies
will be set forth in West Corporations preliminary and definitive
proxy statements when filed with the SEC and other relevant
documents to be filed with the SEC in connection with the
proposed transaction, each of which can be obtained free of
charge from the sources indicated above when they become
available. Information regarding certain of these persons and
their beneficial ownership of West Corporation common stock is
also set forth in West Corporations proxy statement for its 2017
annual meeting of stockholders filed on April6, 2017 with the
SEC, which can be obtained free of charge from the sources
indicated above.

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to the
requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

West Corporation
May10, 2017 By:

/s/ Jan D. Madsen

Name: Jan D. Madsen
Title: Chief Financial Officer

EXHIBIT
INDEX

Exhibit

Number

Description

2.1 Agreement and Plan of Merger, dated as of May9, 2017, by and
among West Corporation, Mount Olympus Holdings, Inc. and
Olympus Merger Sub, Inc.
99.1 Press Release of West Corporation dated May9, 2017, reporting
results of operations for the three months ended March31,
2017.
99.2 Press Release of West Corporation and Apollo Global
Management, LLC dated May9, 2017.
99.3 Voting Agreement, dated as of May9, 2017, by and among Mount
Olympus Holdings, Inc., Olympus Merger Sub, Inc. and entities
affiliated with Thomas H. Lee Partners, L.P.
99.4 Voting Agreement, dated as of May9, 2017, by and among Mount
Olympus Holdings, Inc., Olympus Merger Sub, Inc. and entities
affiliated with the Quadrangle Group.
99.5 Voting Agreement, dated as of May9, 2017, by and among Mount
Olympus Holdings, Inc., Olympus Merger Sub, Inc. and Gary L.
West.
99.6 Voting Agreement, dated as of May9, 2017, by and among Mount
Olympus Holdings, Inc., Olympus Merger Sub, Inc. and Mary E.
West.
Schedules and exhibits have been omitted


About West Corporation (NASDAQ:WSTC)

West Corporation (West) is a global provider of technology-enabled communication services. The Company offers a range of communication and network infrastructure solutions that helps to manage or support communications. The Company operates through four segments: Unified Communications Services, which includes collaboration services, Unified Communications as a Service (UCaaS) and telecom services; Safety Services, which includes 9-1-1 network services, 9-1-1 telephony systems and services, 9-1-1 solutions for enterprises and database management; Interactive Services, which includes notifications and mobility, interactive voice response (IVR) self-service, cloud contact center and professional services, and Specialized Agent Services, which includes healthcare advocacy services, cost management services and revenue generation. The Company has sales and/or operations in the United States, Canada, Europe, the Middle East, Asia-Pacific, Latin America and South America.

West Corporation (NASDAQ:WSTC) Recent Trading Information

West Corporation (NASDAQ:WSTC) closed its last trading session down -1.00 at 23.11 with 19,741,028 shares trading hands.

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